<PAGE>   1
                                                        Exhibit 10a(CEC)

<PAGE>   2


                                                               Exhibit 10a (CEC)


                          CENTERIOR ENERGY CORPORATION


Each of the following current Directors and Officers of Centerior Energy
Corporation ("Company") has entered into the attached Indemnity Agreement with
the Company, which Agreement is currently in effect.

<TABLE>
     <S>                                     <C>
     Richard P. Anderson                     Director
     Albert C. Bersticker                    Director
     Leigh Carter                            Director
     Thomas A. Commes                        Director
     William F. Conway                       Director
     Wayne R. Embry                          Director
     Robert J. Farling                       Director, Chairman of the Board
                                               and President
     Richard A. Miller                       Director
     Frank E. Mosier                         Director
     Sister Mary Marthe Reinhard             Director
     Robert C. Savage                        Director
     William J. Williams                     Director
     Murray R. Edelman                       Executive Vice President
     Fred J. Lange, Jr.                      Senior Vice President
     Gary R. Leidich                         Senior Vice President
     Terrence G. Linnert                     Senior Vice President, Chief
                                               Financial Officer and General
                                               Counsel
</TABLE>



                                                                  March 26, 1996
<PAGE>   3
                          CENTERIOR ENERGY CORPORATION

                              DIRECTOR OR OFFICER

                              INDEMNITY AGREEMENT


This Agreement made as of the date stated at the end hereof, between Centerior
Energy Corporation, an Ohio corporation (the "Company") and the Indemnitee
whose name appears above his signature at the end hereof, a director or officer
of the Company (the "Indemnitee");

Whereas, the Company and Indemnitee are each aware of the exposure to
litigation of directors and officers of the Company as such persons exercise
their duties to the Company;

Whereas, the Company and Indemnitee also are aware of conditions in the
insurance industry that have affected and may continue to affect the Company's
ability to obtain appropriate directors' and officers' liability insurance on
an economically acceptable basis;

Whereas, the Company desires to continue to benefit from the services of highly
qualified, experienced and otherwise competent persons such as Indemnitee;

Whereas, Indemnitee desires to serve or to continue to serve the Company as a
director or officer or as a director, officer, employee, agent or trustee of
another corporation, partnership, joint venture, trust or other enterprise in
which the Company has a direct or indirect ownership interest for so long as
the Company continues to provide on an acceptable basis adequate and reliable
indemnification against certain liabilities and expenses which may be incurred
by Indemnitee.

Now, Therefore, in consideration of the foregoing premises and the mutual
convenants herein contained, the parties hereto agree as follows:

1.  Indemnification

Subject to the terms of this Agreement, the Company shall indemnify Indemnitee
with respect to his activities as a director or officer of the Company and/or
as a person who is serving or has served on behalf of the Company as a
director, officer, employee, agent or trustee of another corporation,
partnership, joint venture, trust or other enterprise, domestic or foreign, in
which the Company has a direct or indirect ownership interest (an "affiliated
entity") against expenses and liabilities (including, but not limited to,
attorneys' fees, judgments, fines and amounts paid in settlement) actually and
reasonably incurred by him ("Expenses") in connection with any claim against
Indemnitee which is the subject of any threatened, asserted, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
investigative or otherwise and whether formal or informal (a "Proceeding"), to
which Indemnitee was, is or is threatened to be made a party by reason of facts
which include Indemnitee's being or having been such a director, officer,
employee, agent or representative, to the extent of the highest and most
advantageous to Indemnitee, as determined by Indemnitee, of one or any
combination of the following:
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    (a)  The benefits provided by the Company's Regulations in effect on the
         date hereof (or as adopted by the share owners of the Company at the
         1987 annual meeting of share owners);

    (b)  The benefits provided by the Articles of Incorporation, Regulations,
         By-laws or their equivalent of the Company in effect at the time
         Expenses are incurred by Indemnitee;

    (c)  The benefits allowable under Ohio law in effect at the date hereof;

    (d)  The benefits allowable under the law of the jurisdiction under which
         the Company exists at the time Expenses are incurred by Indemnitee;

    (e)  The benefits available under directors' and officers' liability
         insurance obtained by the Company and in effect for directors or
         officers of the Company at the time a claim for Expenses is made
         against Indemnitee or the Company;

    (f)  The benefits which would be available to Indemnitee if the Directors'
         and Officers' Liability Insurance and Reimbursement for Directors and
         Officers Liability Policy issued to The Cleveland Electric
         Illuminating Company by Harbor Insurance Company and other insurers
         which expired on April 29, 1985 and which was designated as policy
         number HI 165461 were in effect for directors and officers of the
         Company at the time a claim for Expenses is made against Indemnitee
         or the Company; and

    (g)  Such other benefits as are or may be otherwise available to
         Indemnitee.

Any combination of two or more of the benefits provided by (a) through (g)
shall be available to the extent that the Applicable Document, as hereafter
defined, does not require that the benefits provided therein be exclusive of
other benefits.  The document or law providing for the benefits listed in items
(a) through (g) above for an item of Expense is called the "Applicable
Document" in this Agreement with respect to that item of Expense.  The Company
hereby undertakes to use its best efforts to assist Indemnitee, in all proper
and legal ways, to obtain the benefits to which Indemnitee is entitled under
this Section 2.

For purposes of this Agreement, references to "other enterprise" shall include
any employee benefit plan for employees of the Company or of any affiliated
entity without regard to ownership of such plan; references to "fines" shall
include any excise taxes assessed against Indemnitee with respect to any
employee benefit plan; references to "is serving or has served on behalf of the
Company" shall include any service as a director, officer, employee or agent of
the Company which imposes duties on, or involves services by, Indemnitee with
respect to any employee benefit plan, its participants or beneficiaries;
references to "Proceeding" shall include any threatened, asserted, pending or
completed Proceeding; references to the masculine shall include the feminine;
references to the singular shall include the plural and vice versa; and if
Indemnitee acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan,
he shall be deemed to have acted in a manner consistent with the standards
required for indemnification by the Company under the Applicable Documents.


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2.  Insurance

The Company shall maintain directors' and officers' liability insurance
covering Indemnitee for so long as Indemnitee's services are covered hereunder,
provided and only to the extent that such insurance is available in amounts and
on terms and conditions determined by the Company to be acceptable.  However,
the Company agrees that the provisions hereof shall remain in effect regardless
of whether liability or other insurance coverage is at any time obtained or
retained by the Company; except that any payments made to Indemnitee for an
Expense under an insurance policy obtained or retained by the Company shall
reduce the obligation of the Company to make payments for such Expense
hereunder by the amount of the payments made under any such insurance policy.

3.  Payment of Expenses

At Indemnitee's request, the Company shall pay the Expenses as and when
incurred by Indemnitee, after receipt of written notice pursuant to Section 6
hereof and an undertaking, in the form attached hereto, by or on behalf of
Indemnitee (i) to repay such amounts so paid on Indemnitee's behalf if it shall
ultimately be determined under the Applicable Document that Indemnitee is
required to repay such amounts and (ii) to reasonably cooperate with the
Company concerning such Proceeding.  That portion of Expenses which represents
attorneys' fees and other costs incurred in defending any Proceeding shall be
paid by the Company within 30 days of its receipt of such request, together
with reasonable documentation (consistent, in the case of attorney's fees, with
Company practice in payment of legal fees for outside counsel generally)
evidencing the amount and nature of such Expenses, subject to its also having
received such a notice and undertaking.

4.  Trust Fund

The Company shall irrevocably deposit into a trust fund (the "Trust") assets
having an aggregate value of $600,000 as collateral security for the initial
funding of its obligations hereunder and under similar agreements with other
directors or officers.  The Company shall promptly provide Indemnitee with a
true and complete copy of the agreement relating to the establishment and
operation of the Trust, together with such additional documentation or
information with respect to the Trust as Indemnitee may from time to time
reasonably request.  The Company shall promptly deliver an executed copy of
this Agreement to the trustee of the Trust to evidence to the trustee that
Indemnitee is a beneficiary of the Trust and shall deliver to Indemnitee the
trustee's signed receipt evidencing that delivery.  The Company shall have the
right, but no obligation, to replenish the Trust for amounts distributed from
time to time to the beneficiaries thereof.

5.  Additional Rights

The indemnification provided in this Agreement shall not be exclusive of any
other indemnification or right to which Indemnitee may be entitled and shall
continue after Indemnitee has ceased to occupy a position as an officer,
director, employee, agent or trustee as described in Section 1 above with
respect to Proceedings relating to or arising out of Indemnitee's acts or
omissions during his service in such position.




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<PAGE>   6
6.  Notice to Company

Indemnitee shall provide to the Company prompt written notice of any Proceeding
threatened, asserted or commenced against Indemnitee with respect to which
Indemnitee may assert a right to indemnification hereunder; provided that
failure to provide such notice shall not in any way limit Indemnitee's rights
under this Agreement.

7.  Cooperation in Defense and Settlement

Indemnitee shall not make any admission or effect any settlement of any
Proceeding without the Company's written consent unless Indemnitee shall have
determined to undertake his own defense in such matter and has waived the
benefits of this Agreement.  The Company shall not settle any Proceeding to
which Indemnitee is a party in any manner which would impose any Expense on
Indemnitee without his written consent.  Neither Indemnitee nor the Company
shall unreasonably withhold consent to any proposed settlement.  Indemnitee and
the Company shall cooperate to the extent reasonably possible with each other
and with the Company's insurers, in attempts to defend and/or settle any
Proceeding.

8.  Assumption of Defense

Except as otherwise provided below, to the extent that it may wish, the Company
jointly with any other indemnifying party similarly notified will be entitled
to assume Indemnitee's defense in any Proceeding, with counsel mutually
satisfactory to Indemnitee and the Company.  After notice from the Company to
Indemnitee of the Company's election so to assume such defense, the Company
shall not be liable to Indemnitee under this Agreement for Expenses
subsequently incurred by Indemnitee in connection with the defense thereof
other than reasonable costs of investigation or as otherwise provided below.
Indemnitee shall have the right to employ counsel in such Proceeding, but the
fees and expenses of such counsel incurred after notice from the Company of its
assumption of the defense thereof shall be at Indemnitee's expense unless:

    (a)  The employment of counsel by Indemnitee has been authorized by the
         Company;

    (b)  Counsel employed by the Company initially is unacceptable or later
         becomes unacceptable to Indemnitee and such unacceptability is
         reasonable under then existing circumstances;

    (c)  Indemnitee shall have reasonably concluded that there may be a
         conflict of interest between Indemnitee and the Company in the
         conduct of the defense of such Proceeding; or
    (d)  The Company shall not have employed counsel promptly to assume the
         defense of such Proceeding;

In each of which cases the fees and expenses of counsel employed by Indemnitee
shall be at the expense of the Company and subject to payment pursuant to this
Agreement.  The Company shall not be entitled to assume the defense of
Indemnitee in any Proceeding brought by or on behalf of the Company or as to
which Indemnitee shall have made either of the conclusions provided for in
clauses (b) or (c) above.




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<PAGE>   7
9.  Enforcement

In the event any dispute or controversy shall arise under this Agreement
between Indemnitee and the Company with respect to whether the Indemnitee is
entitled to indemnification in connection with any Proceeding or with respect
to any amount of Expenses incurred, then Indemnitee may seek to enforce the
Agreement with respect to such dispute or controversy through legal action or,
at Indemnitee's sole option and written request, through arbitration.  If
arbitration is requested, such dispute or controversy shall be submitted by the
parties to binding arbitration in the City of Cleveland, State of Ohio, before
a single arbitrator agreeable to both parties.  If the parties cannot agree on
a designated arbitrator within 15 days after arbitration is requested in
writing by Indemnitee, the arbitration shall proceed in the City of Cleveland,
State of Ohio, before an arbitrator appointed by the American Arbitration
Association.  In either case, the arbitration proceeding shall commence
promptly under the rules then in effect of that Association and the arbitrator
agreed to by the parties or appointed by that Association shall be an attorney
other than an attorney who has, or is associated with a firm having associated
with it an attorney which has been retained by or performed services for the
Company or Indemnitee at any time during the five years preceding the
commencement of the arbitration.  The award shall be rendered in such form that
judgment may be entered thereon in any court having jurisdiction thereof.  The
prevailing party shall be entitled to prompt reimbursement of any costs and
expenses (including, without limitation, reasonable attorneys' fees) incurred
in connection with such legal action or arbitration; provided that Indemnitee
shall not be obligated to reimburse the Company unless the court or arbitrator
which resolves the dispute determines that Indemnitee acted in bad faith in
bringing such action or arbitration.


10.  Exclusions

Notwithstanding the scope of indemnification which may be available to
Indemnitee from time to time under any Applicable Document, no indemnification,
reimbursement or payment shall be required of the Company hereunder with
respect to:

    (a)  Any claim or any part thereof as to which Indemnitee shall have been
         determined by a court of competent jurisdiction from which no appeal
         is or can be taken, by clear and convincing evidence, to have acted
         or failed to act with deliberate intent to cause injury to the
         Company or with reckless disregard for the best interest of the
         Company.

    (b)  Any claim or any part thereof arising under Section 16(b) of the
         Securities Exchange Act of 1934 pursuant to which Indemnitee shall be
         obligated to pay any penalty, fine, settlement or judgment;

    (c)  Any obligation of Indemnitee based upon or attributable to the
         Indemnitee gaining any personal gain, profit or advantage to which
         he was not entitled; or

    (d)  Any Proceeding initiated by Indemnitee without the consent or
         authorization of the Board of Directors of the Company, provided
         that this exclusion shall not apply with respect to any claims
         brought by Indemnitee (i) to enforce his rights under this Agreement



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<PAGE>   8
         or (ii) in any Proceeding initiated by another person or entity
         whether or not such claims were brought by Indemnitee against a
         person or entity who was otherwise a party to such Proceeding.

Nothing in this Section 10 shall eliminate or diminish the Company's
obligations to advance that portion of Indemnitee's Expenses which represent
attorneys' fees and other costs incurred in defending any Proceeding pursuant
to Section 3 of this Agreement.

11.  Extraordinary Transactions

The Company agrees that, in the event of any merger, consolidation or
reorganization in which the Company is not the surviving entity, any sale of
all or substantially all of the assets of the Company or any liquidation of the
Company (each such event is hereinafter referred to as an "extraordinary
transaction"), the Company shall:

    (a)  Have the obligations of the Company under this Agreement expressly
         assumed by the survivor, purchaser or successor, as the case may be,
         in such extraordinary transaction; or

    (b)  Otherwise adequately provide for the satisfaction of the Company's
         obligations under this Agreement in a manner acceptable to
         Indemnitee.

12.  No Personal Liability

Indemnitee agrees that no director, officer, employee, representative or agent
of the Company shall be personally liable for the satisfaction of the Company's
obligations under this Agreement, and Indemnitee shall look solely to the
assets of the Company, any insurance referred to in Section 2 hereof and the
assets of the Trust for satisfaction of any claims hereunder.

13.  Severability

If any provision, phrase or other portion of this Agreement shall be determined
by any court of competent jurisdiction to be invalid, illegal or unenforceable,
in whole or in part, and such determination shall become final, then such
provision, phrase or other portion shall be deemed to be severed or limited,
but only to the extent required to render the remaining provisions and portions
of the Agreement enforceable, and the Agreement as so modified shall be
enforced to give effect to the intention of the parties insofar as that is
possible.  

14.  Subrogation

In the event of any payment under this Agreement, the Company shall be
subrogated to the extent thereof to all rights to indemnification or
reimbursement against any insurer or other entity or person vested in
Indemnitee, who shall execute all instruments and take all other actions as
shall be reasonably necessary for the Company to enforce such rights.

15.  Governing Law

This Agreement shall be construed and enforced in accordance with and governed
by the laws of the State of Ohio.


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<PAGE>   9
16.  Notices

All notices, requests, demands and other communications hereunder shall be in
writing and shall be considered to have been duly given if delivered by hand
and receipted for by the party to whom the notice, request, demand or other
communication shall have been directed, or mailed by certified mail, return
receipt requested, with postage prepaid:

    (a)  If to the Company, to:

                   CENTERIOR ENERGY CORPORATION
                   6200 Oak Tree Boulevard
                   Post Office Box 94661
                   Independence, Ohio  44101-4661; and

    (b)  If to Indemnitee, at the address stated below the name of Indemnitee
         at the end of this Agreement.

or to such other or further address as shall be designated from time to time by
the Company or Indemnitee to the other.

17.  Termination

This Agreement may be terminated by either party upon not less than 60 days
prior written notice delivered to the other party, but such termination shall
not in any way diminish the obligations of Company hereunder (or Indemnitee's
right under the Trust) with respect to Indemnitee's activities prior to the
effective date of termination; provided, that if this Agreement has been
entered into by the Company before it shall have been authorized by the share
owners of the Company at its 1987 annual meeting, it shall terminate
automatically and be void ab initio if the share owners of the Company shall
not have ratified this Agreement at such annual meeting.

18.  Amendments and Binding Effect

This Agreement and the rights and duties of Indemnitee and the Company
hereunder may not be amended, modified or terminated except by written
instrument signed and delivered by the parties hereto.  This Agreement is and
shall be binding upon and shall inure to the benefit of the parties thereto and
their respective heirs, executors, administrators, successors and assigns.





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In Witness Whereof, the undersigned have executed this Agreement in triplicate
on the _____________ day of ___________________, ____, effective as of the
_____________ day of ___________________, ____.


INDEMNITEE:                            CENTERIOR ENERGY CORPORATION


____________________________________


Title:  ____________________________   By:  _________________________________


Signed:  ___________________________   Title:  ______________________________


Address:  __________________________   Signed:  _____________________________


____________________________________


____________________________________





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<PAGE>   11
                          CENTERIOR ENERGY CORPORATION
                              DIRECTOR OR OFFICER
                              INDEMNITY AGREEMENT

                  UNDERTAKING TO REIMBURSE PAYMENT OF EXPENSES


This Undertaking has been entered into by the Indemnitee whose name appears
above his signature below (hereinafter "Indemnitee") pursuant to an Indemnity
Agreement dated the date set forth below (the "Indemnity Agreement") between
Centerior Energy Corporation (hereinafter "Company"), an Ohio corporation and
Indemnitee.

                                  WITNESSETH:

Whereas, pursuant to the Indemnity Agreement, Company agreed to pay Expenses
(within the meaning of the Indemnity Agreement) as and when incurred by
Indemnitee in connection with any claim against Indemnitee which is the subject
of any threatened, asserted, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, to which Indemnitee
was, is or is threatened to be made a party by reason of facts which include
Indemnitee's being or having been a director or officer of the Company and/or
as a person who is serving or has served on behalf of the Company as a
director, officer, employee, agent or trustee of another corporation,
partnership, joint venture, trust or other enterprise, domestic or foreign, in
which the Company has a direct or indirect ownership interest; and

Whereas, such a claim has arisen against Indemnitee (hereinafter the
"Proceeding"), Indemnitee has notified Company of the Proceeding in accordance
with the terms of Section 6 of the Indemnity Agreement and a copy of the
Proceeding and notice are attached hereto as Exhibits A and B, respectively.

Now, Therefore, Indemnitee hereby agrees that in consideration of Company's
advance payment of Indemnitee's Expenses incurred prior to a final disposition
of the Proceeding, Indemnitee hereby undertakes to reimburse Company for any
and all Expenses paid by Company on behalf of Indemnitee prior to a final
disposition of the Proceeding in the event that Indemnitee is determined under
the Applicable Document (within the meaning of the Indemnity Agreement) to be
required to repay such amounts to the Company pursuant to the Indemnity
Agreement and applicable law, provided that if Indemnitee is entitled under the
Applicable Document to indemnification for some or a portion of such Expenses,
Indemnitee's obligation to reimburse Company shall apply only to those Expenses
which Indemnitee is so determined to be required to repay.  Such reimbursement
or arrangements for reimbursement by Indemnitee shall be consummated within 90
days after a determination that Indemnitee is so required to repay such amounts
to the Company pursuant to the Indemnity Agreement and applicable law.

The Indemnitee agrees to reasonably cooperate with the Company concerning such
Proceeding.





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<PAGE>   12
In Witness Whereof, the undersigned has set his hand this _____________ day of
______________________, 19__.


Date of Indemnity Agreement:           INDEMNITEE:


________________________________       ______________________________________


                                       Signed:  _____________________________





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